Amazing's Return from Superior
by Thunder Tyant 77
Summary: The Amazing Spider-Man is back! (I know it's cannon that he's back but this is my way of it) Peter, ashamed of what Otto did in his body, asked to stay at the Jean Grey School for Higher Learning. Where he meets, again, a certain female clone of a man who is the best at what he does. this will include some of the plots in Superior, and my own plots. story starts from #7. Rated T
1. Chapter 1

Hello, I'm Thunder Tyrant 77. first off, if any of you guys -or girls- want to tell me something is wrong with my story, like 'that's character's dead!' or 'He doesn't have those powers anymore!' or something like that, all i ask is you tell me nicely, okay? well since I'm not one for these long intros please enjoy the first chapter!

Disclaim: I do not, nor ever will, own anything Marvel, all i own is my OC and the plot after a certain point.

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Doctor Otto Gunther Octavius would have been swinging around New York as the Superior Spider-Man, but the Avengers noticed his 'changes' in personality from when Parker had the body and now, so they took him in for testing. He pondered what the tests were for while he was inside one of the devices.

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Otto sat at the Avenger's table with Thor, Logan, the feral Wolverine, Jessica Drew, as Spider-Woman, and Natalia Romanova, The Black Widow, while Steve Rogers, otherwise known as Captain America, stood with a serious expression on his face, "alright we have the results. All of our tests conclusively prove, with no margin of error, that _you_, Spider-Man, are clearly-"

Inside Otto's, though it was initially Peter Parker's, Brain the last shed of Peter Parker's conscious was looking upon this with hope, "oh her it comes! I can't wait!"

"This is wrong! It's a complete violation of my-" The Superior Spider-Man started to interject before he was silenced by Black Widow.

"Quiet! Proceed Captain."

Captain America looked straight into Spider-Man's lenses, "… Not a Skrull."

"What?!" screamed the 'ghost' Peter, appalled by the utter stupidity of the situation? Him! A Skrull! Before Otto could give a witty retort the speaker system turned on, "Um, Mister Stark we may have an intruder, Sir."

"What Jarvis? Where is he?" Tony shouted his question into the headset he had on.

The butler of Tony Stark just replied as calm as ever, "Well, Sir, he's walking up the side of the building."

The Avengers who heard this rushed to the balcony to see the 'intruder', even Otto and Ghost Peter were curious, because nobody –And I mean NOBODY- broke into the home of the Avengers with them there. Peering over the edge the Avengers present saw a small dot moving up the building, suddenly the dot became a figure as he jumped to the balcony in one strong leap. He had slightly dark skin, sandy brown hair that had a pair of horns in them, bright green eyes, a black tail with red rings near the tip, and a pair of black wings. He wore a sleeveless black trench coat, long red worn in jeans, fingerless gloves, and a black shirt.

"Who are you?!" Steve Shouted at the stranger who perched himself upon the railing in a Spider-Man like fashion, the man looked at the avengers that were all ready to fight.

"Me?" he asked pointing to himself after a second, "I be Chimera, the man who shall help you all with the 'Spider' problem." (A/N: this is not a typo, he just talks like that)

None of the avengers relaxed at all, they thought this 'Chimera' came to kill 'Peter'; Wolverine then remembered his name and shouted for everyone to back off, "it's alright guys! I called 'm here!"

"Wolvs~y!" The man chimed, attaching himself to the feral Avenger, "thanks you, Wolvsy! I didn't want to beat them down!"

The rest turned to Logan staring in disbelief at this random mutant, if the wings and tail weren't a good indicator, and Spider-Woman asked, "is this guy sane?"

"We don't know," replied Wolverine, still trying to remove Chimera off his person. Chimera let go of the feral Avenger and back flipped behind Spider-Man, the put him in a chokehold before his Spider-Sense could go off.

"So," the winged mutant started, his voice now eerily calm, "You're Spider-Man huh?"

"Indeed, now unhand me simpleton!" Otto screeched, trying to wriggle this mutants grip on him, but it was too tight even for his proportionate spider strength. Meanwhile the Avengers were stunned, Captain America was looking at the calm Wolverine while the rest just stared as this mutant held Spider-Man as if he were a four-year-old child throwing a tantrum.

"Alright then 'Spider-Man', I'm gonna take a peak in your head so… don't flinch." Chimera moved one of his hands to Spider-Man's skull, making him thrash harder to escape.

'_He's a telepath! He'll learn everything, I must escape!' _Otto's thoughts raced, then he saw an opening to escape the hold. Ghost Peter also saw this and knew he had to stop him before the supposed telepath could find out what's wrong. Otto's arm suddenly froze, _'what?! Not now!'_

Noticing the stop in his movements Chimera put his glowing green hand to Spider-Man's temple, and both their visions went black.

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Thank you for reading, and remember to R&R!

Thunder Tyrant 77 out, PEACE!


	2. Chapter 2

Slowly opening his eyes Chimera gazed upon a white wasteland. Standing up he looked for anything, or anybody, but there was only him, to his surprise. So the mutant did what he could only think of, walk. For what seemed like hours –but really it was only a few minuets; time goes differently in your head- he found a small neighborhood that was packed full of people.

'_This must be his memories, or something like that… I need to find his true conscious and see what's going on.' _Chimera decided in his head with a nod. He walked through town, waving causally to anyone that passed. He noticed that an older man with white hair walked up to him and extended an open hand, "hello, I'm Ben, but everyone here calls me Uncle Ben."

"Well, Uncle Ben, I'm Geo, Geo Gallium." Shaking his hand Geo replied with a smile. This man was nice, but the mutant needed information, so with unwanted forcefulness he asked the older Parker in front of him, "Do you know where Spider-Man is?"

He effect was immediate everyone that heard froze and stared disbelievingly at them, and the grip on his hand increased significantly. Gazing at the on lookers before returning to the hardened stare of Ben's blue eyes, "What are you here for?" He asked somewhat harshly.

"I'm here to help, I swear!" he quickly pleaded as his hand was released. The white-haired man looked him over, sizing him up. After a minute of internally sweating for the mutant, Ben decided he was good and decided to lead him to his nephew.

"So… What's happened with Spider-Man, since you are obviously his conscious, or something like that? Either way I can only help out if I'm told what's happening." Geo told his guide, who pondered revealing that information. They were now walking out of the quaint neighborhood and somehow walked into the second floor of an abandoned warehouse. In the corner crouched up in a helpless ball was a kid in his mid teens, sandy brown hair, and in simple blue jeans and red T-shirt.

The boy uncurled from his fetal position and turn to them, he gasped when he saw them, he weakly cried, "U-Uncle Ben…" then he disappeared before anything else happened, and his visage was replaced to a portly man with a bowl cut of brown hair and goggles, but he too was dispersed before he could speak. Geo just stood there flabbergasted at what just occurred in front of his eyes while Uncle Ben just stood there with a grim expression.

After a few seconds of silence Chimera spoke once again, "Um… what the hell was that?!" he screeched, dramatically pointing at the spot where the boy once laid. Ben just sighed at the man's antics.

"That was the problem." The white haired man said, and upon hearing a "And that is…" with a series of hand gestures to continue from the person he lead, Ben continued explaining, "His name is Dr. Octavius, he essentially swapped brains with Peter, my nephew, and has been trying to rewrite all his memories so that the original Spider-Man doesn't return."

For a minute the odd looking mutant stood there in thought, then spoke, "Okay, okay, so let me get this straight. So Spider-Man's name is Peter, and if his last name is Parker I might laugh like a hyena, one of his worst enemies took over his body, ruined his love life, did horrible things for his reputation, which was already bad, and destroyed his career, am I wrong? I can only hypothesize so much." Ben's mouth hung in bewilderment at the mutant's on the spot guesses. Geo saw this and sighed, "and once again I guess right woohoo…" he droned, walking towards the door of the warehouse. He opened the door while the older Parker man was still reeling himself in from his perfect guesses, the door opened to the sight of a mob of assorted villains, from street thugs to super villains. Chimera shut the door sweating heavily, not even a moment later a metal tentacle burst through the wall space next to the mutant's head.

"Simpleton! Do you honestly think a _mere_ telepath could conquer Doctor Octopus! I have bested the likes of many one more is no different! I am The Superior Spi- Agh!" Otto couldn't finish because he got a lightning bolt straight to the face, the sandy brown haired man's hand was held up as smoke danced across his fingers from his shot.

"You're annoying. Shut up." He coldly told the mad doctor, who was surprised that the shot actually hurt him. This was his conscious dammit!

Of all the insults, profanities, and witty retorts he wanted to say, Otto asked the mutant, "What are you…?"

He looked at his smoking hand, giving an honest reply of, "I don't really know anymore," Geo shrugged his shoulders before continuing, "And I do know that you should be dead. so surrender this body before I make you."

Doc Ock gave a hardy laugh of conceded vanity, "HA! Don't make me laugh,"

"But you just did." Chimera quietly quipped to himself.

Ignoring the joke, Otto continued, "You could never defeat me, The Superior Spider-Man, because I am, and always will be, Indefinitely smarter then Parker, and especially better then some mutant freak who thinks he can do whatever he wants!" the portly man was monologues.

"Oh brother… I warned you bowl cut," he had to prevent a snicker from coming out at that quip, "and that mutant crap is racist and completely unoriginal. But I got to shut you down so… BYE, BYE!" he finished with a high-pitched voice as he drifted out of existence. Uncle Ben looked at the villains and nervously waved at them as they approached.

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Geo quickly shot up and saw a multitude of different weapons pointed at both his face, and a place he doesn't want to get hit in. Ever.

"Uh, hi?"

"What did you do to Spider-Man." Demanded a surprisingly angry Black Widow, pointing her pistol at his crotch. Not exactly liking the idea of losing his manhood, the mutant stammered that he needed to leave soon.

"And why's that, bub." Logan growled.

"Okay let me explain… after you get the gun away from my balls, I need those… someday… maybe," Geo babbled, and the Avenger complied. Then the mutant began explaining that Peter Parker –all the Avengers gasped at the knowledge Geo had, even though they knew he was in the Web Head's brain- was now replaced by a Doctor Octavius –at that Black Widow sneered and cursed in Russian- and that Peter died in Octavius' body. Black Widow called bullshit and angrily stomped into the tower to obliterate some training drones, Spider-Woman followed to make sure she didn't hurt anyone, Thor walked away to let the words sink in, the only ones that stayed were Steve, Tony, Logan.

"Is there a way to help him?" Captain America asked carefully, trying not to give up hope.

Tony looked at the still prone Spider-Man and asked, "What did you do to him?" he poked the body a few times.

"To answer the first question, yes I can. And I put him in a temporary coma." The explanation made the three Avengers freeze, Geo stood up and picked up the Semi-Comatose Spider-Man and placed him on his shoulder.

"What!?" Tony finally exclaimed, "I thought you said you could help?! Why is he in a comma? I need answers!" By now some of the other Avengers, Ms. Marvel and The Hulk -as Bruce Banner- have returned to see Iron Man screaming at an obvious mutant who's face showed no emotion while being yelled at.

"You done?" he asked calmly to Tony, "Good, now I can explain, it was either let the bad guy wake up and escape cause you won't fight him, or I put him in an indefinite sleep, okay?" Steve opened his mouth but Chimera just went on, "No, I am not a telepath, Captain, I am a Biokinetic that was mutated by some assholes who thought it'd be cool to load me up with other heroes' powers!"

"How can we help the Web-head?" Wolverine asked as Geo grew an almost evil smirk at the question. Without saying anything the Biokinetic shot forward, grabbing the feral mutant, and jumping off the balcony. Wolverine let out many murderous threats as Chimera only flapped his wings harder and laughed at the threats.

"Should we chase them?" The Super Solider asked the Billionaire.

"No, I don't think they are in any danger… immediately, but that Chimera guy might be crazier then Deadpool."

"Agreed." And with that the two leader Avengers went inside.

Somewhere in New York Deadpool sneezed then flipped off the sky saying things about authors and crappy cameos entrances.

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It was a peaceful evening at the Jean Grey School for Higher Learning. Laura Kinney, or better known by her hated name X-23, was robotically searching for her clone/father, Wolverine. She was watching the security monitors to make sure everyone was all right when a huge fluctuation of mutant powers activated and before she could pinpoint it, the mutant had either stopped using their powers, died, or had been moved out of range. Back where she was now, Laura was searching for Logan to report her findings, but she had forgot that he was gone on Avengers business.

"Kitty." The female feral mutant addressed the headmistress of the academy.

"Oh, hey Laura, what's up?" Katherine 'Kitty' Anne Pryde asked Laura, her pet dragon, Lockheed, perched upon her shoulder like a gargoyle.

"Have you seen Logan?" she stoically inquired to the taller brown haired woman.

"No, not really, he went to that Avengers meeting right? So I guess he won't be back for a while… why do you ask, by the way?"

"There was a huge readin-!" Laura stopped when her enhanced hearing heard something akin to screaming in the distance, looking up she saw a flying dot, which thanks to her enhanced vision she made out three people flying towards the school at high speeds. Not able to recognize any of them from this distance only seeing the bodies and a blur of colors, seeing this as a threat she snikt'd her claws, and crouched down, in preparation for a scuffle.

"Laura, what is it?" Kitty asked as she tried to see what the clone saw.

After a long tense minute Laura recognized the yellow and blue outfit of her 'father' she was seeking, then after retracting her claws she raised her brow at how Logan was being carried.

"Is… is that Logan?!" the phasing mutant gasped.

Standing at her full height the female feral answered with a brief, "Yes." Both X-Men looked at each other and stared at the incoming Headmaster of the school.

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"LET ME GO, BUB! I WILL MURDER YOU!" screamed a dangling Canadian.

"Do you want to go through a billboard again you hairy twit!" threatened the Biokinetic as he carried the feral mutant by his foot. Thanks to the wall-crawling ability Geo had, there were no problems holding onto both Avengers in his arms, Though Wolverine's threats were getting annoying in the trip to Westchester, New York.

CRASH!

A billboard that was about Tony Stark's car line now had a Wolverine sized hole in it.

"… I did not see that sign. I swear."

"Keep one eye open bub."

"I will dear Mr. Kitty Cat Claws. Hehehe," the Mutant/Mutate laughed as Logan roared in anger at the name, but did not do anything against it since he did not want to be dropped a few thousand feet.

"Oh! I can see the school!" Geo gushed waving around Logan like a rag doll, probably in a vain and sadistic attempt to make him sick.

"THEN GET US THERE ALREADY!" he soon regretted his words because they tripled there speed, _'I think I'm going to be sick…'_ Logan thought to himself.

"Oh. I think we're going to crash." Geo announced as he rapidly approached the school, not decreasing their velocity. Logan couldn't even let out one more threat before they hit the hard dirt.

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"Um… hi?" Kitty looked at the three dirt-covered men in front of her, she recognized two of them, Spider-Man and Wolverine, but not the third one, the mutant. The mutant, Geo, was carrying Spider-Man on his shoulder while Logan looked around, searching for something, or someone.

Laura looked at Spider-Man and Chimera with a heated glare, more so on the Biokinetic for carrying her Clone/Father in such an embarrassing and non-respectful way. Geo returns Laura's heated glance with a bored look, not caring in the slightest to what he did to gain her anger.

"Where's Rachel, Kitty?" the feral avenger asked the phasing mutant, to which he received that she was out and away. Logan told Kitty to find a telepath fast, and when she questioned him, he only said, "Because Spidey's life is on the line."

After a half hour of searching, both physically and mentally, they found Elizabeth 'Betsy' Braddock, or Psyloke, was found in the large cafeteria eating her late lunch of Italian food. (A/N: It's around 4:00pm) Feeling being stared at Betsy looked up while slurping up some pasta, to see Wolverine carrying Spider-Man with Kitty, Laura, and some weird, even in mutant standards, looking mutant; he was gawking at the lunchroom's size.

"Whoa…"

"Hey Betsy can you help us out here?" the gruff Canadian asked the ex-model.

"What do you need?" she responded with her own inquiry, to which Geo stepped up.

"We need you to wipe his mind. Well-" the Biokinetic leaned back to dodge a punch from the feral Avenger, "we need you to get rid of a specific part of his mind, the part that holds his enemy's consciousness."

All the England born telepath could say was, "…What?"

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Somewhere in the comatose body of Spider-Man, Peter Parker, or what was left of him, was standing in front of an armada of his greatest, and silly in some cases, enemies in his gallery. Leading them was the body stealing Dr. Octopus.

Peter stared at the four metal-armed villain and got into his Way of the Spider stance, "Well Otto, let's dance."

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okay! well i hoped to finish this in this chapter but i decided that this cliffhanger was the best place to leave it, so you guys will have to wait till next time! i will make sure Peter is back in his body by next chapter! i swear!

R&R People! Thunder Tyrant 77 out, PEACE!


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